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Sales Lecture PDF
Sales Lecture PDF
CHAPTER 1
Definition
Article 1458, CC
Seller’s Obligations:
Buyer’s Obligation:
Consent;
Subject Matter; and
Price.
Nominate/Principal
- designated name;
- independent;
- intent of the parties is given weight
Consensual
* Suspensive term/condition
Onerous
Commutative
From Donation
From Barter
From Lease
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CHAPTER 2
Necessaries
Emancipation
- Agent;
- Guardian;
- Executor or administrator;
- Public officers and employees;
- Justices, judges, prosecuting attorney, clerks
of court and other officers and employees;
- Lawyers;
- Prohibition applies to sales in legal
redemption, compromises and renunciations;
what cannot be done directly, cannot be done
indirectly.
Agents
Attorneys
CHAPTER 3
SUBJECT MATTER
- existing;
- having potential existence;
- a future thing; or
- something contingent or subject to resolutory
condition or a possible thing;
Art. 1411, CC
Art. 1412, CC
Art. 1416, CC
Emption Spei
- Article 1465, CC
- things subject to a resolutory condition
may be the object of sale;
a. Conflicting Rulings
CHAPTER 4
Meaning of “Price”
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– it must be real;
– it must be money or its equivalent;
– it must be certain or ascertainable;
(Valuable Consideration)
CHAPTER 5
FORMATION OF SALE
- policitacion – negotiation;
- perfection – birth of contract; when parties
come to agree;
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Negotiation Stage
2. Offers
3. Option Contracts
- Art. 1479, CC
- “An accepted unilateral promise to buy or to
sell a determinate thing for a price certain is
binding upon the promisor if the promise is
supported by a consideration distinct from
the price.”
- When the option is founded upon a proper
consideration, then the offer may not be
withdrawn at any time during the option
period;
c. Characteristics/Obligations in an
Option Contract; Compared with Sale
- consent;
- subject matter; option right (offer to
sell/promise to sell; offer to buy/promise to
buy);
- prestation; consideration separate and
distinct from the purchase price for the option
given;
e. Meaning of “Separate
Consideration”
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Form of Sales
36
d. Nature of Memorandum
e. Partial Performance
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e. Consummation of Electronic
Transactions
CHAPTER 6
Obligations of Seller
- seller is bound:
a. to transfer the ownership of the thing, which
is the object of the sale;
b. to deliver the thing;
Types of Delivery
1. Actual Delivery
2. Constructive Delivery
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b. Symbolic Delivery
c. Constitutum Possessorium
Other Principles
Obligations of Buyer
CHAPTER 6
SALE BY A NON-OWNER OR
BY ONE HAVING VOIDABLE TITLE
At Perfection
At Consummation
CHAPTER 7
BENEFITS
Before Perfection
Tolentino’s view:
Prior to Perfection
After Delivery
CHAPTER 8
REMEDIES OF PARTIES
Movables in General
Sale of Goods
Non-Payment of Price by Buyer
Possessory Lien
Stoppage in transitu
Transfer of Title
- transfer of title is rescinded upon
manifestation of intention to rescind to the
buyer, either through a notice or some other
overt act;
Remedies of Buyer
Remedies of Seller
Remedies of Buyer
Suspension of Payment
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Transactions Covered
CHAPTER 9
Implied Warranties
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- final judgment;
- buyer is deprived of the whole or part of the
thing sold;
- deprivation is caused by a right prior to the
sale in question; and
- vendor is summoned and made a co-
defendant in the suit for eviction at the
instance of the vendee (De Leon Escaler v.
CA);
Waiver
70
Effects of Eviction
Extinguishment of Sale
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Conventional Redemption
Failure of Redemption
Legal Redemption
CHAPTER 10
AGENCY
Concept
The Agent
The Principal
Agency is extinguished:
- by its revocation;
- by the withdrawal of the agent;
- by the death, civil interdiction, insanity or
insolvency of the principal or of the agent;
- by the dissolution of the firm or association
which entrusted or accepted the agency;
- by the accomplishment of the object or
purpose of the agency;
- by the expiration of the period for which the
agency was constituted (Art. 1919, CC);
Revocation
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Withdrawal of Agent
Pledge
Chattel Mortgage
Pactum Commissorium
Object
Effects
Extinguishment/Foreclosures
Deficiency Judgment